Exhibit 10.43 EXECUTION
COPY   NEW YORK STOCK EXCHANGE, INC. SEVERANCE PAY PLAN  (As Amended and Restated Effective as
of January 1, 2006)  INTRODUCTION  The
New York Stock Exchange, Inc. Severance Pay Plan, as amended and restated
effective as of January 1, 2006 (the Plan), is maintained to provide
benefits to certain employees of the New York Stock Exchange, Inc. (the Company)
in the event that their employment with the Company is terminated under certain
specified conditions, subject to certain limitations specified herein.  The
Plan amends and supersedes any severance pay plans, policies and/or practices
of the Company in effect for Eligible Employees in the Plan with respect to its
subject matter. Any Eligible Employee in the Plan shall not be eligible to
participate in any other severance pay plan, policy or practice of the Company.  ARTICLE I
DEFINITIONS  1.1Base Salary shall mean an amount equal to a Participants
compensation rate paid by the Company for the week immediately prior to his or
her Termination of Employment from the Company as reflected in the Companys
payroll records. Base Salary does not include discretionary year-end payments,
overtime pay, bonuses, incentive compensation, benefits paid under any
qualified plan, any group medical, dental or other welfare benefit plan,
non-cash compensation or any other additional compensation but shall include
amounts reduced pursuant to a Participants salary reduction agreement under
Sections 125, 132(f) or 401(k) of the Code (if any) or a nonqualified
elective deferred compensation arrangement to the extent that in each such case
the reduction is to base salary.  1.2Basic
Severance Benefits shall mean those Severance Benefits provided in
accordance with Article II of the Plan.  1.3Board shall mean the Board of Directors of the Company.  1.4Cause shall mean the discharge or other Termination of
Employment for any one of the following reasons:  (i)the Eligible Employees conviction of, or
plea of nolo  contendere with respect to, a felony (other than a
traffic violation) or any other crime involving, in the sole discretion of the
Plan Administrator, moral turpitude;


(ii)Any act or omission by an Eligible Employee
resulting or intended to result in personal gain at the expense of the Company
or its business;  (iii)The improper disclosure by an Eligible
Employee of proprietary information or trade secrets of the Company or its
business;  (iv)The performance by an Eligible Employee of
his or her employment duties in an unsatisfactory manner including, without
limitation, willful misconduct or negligent performance of ones employment
duties;  (v)The falsification by an Eligible Employee of
any records or documents of the Company;  (vi)The violation of any employment rules,
policies or procedures of the Company (including internal compliance rules);  (vii)Any intentional or gross misconduct of an
Eligible Employee that injures the business or reputation of the Company;  (viii)Misconduct by an Eligible Employee,
including, but not limited to, fraud, embezzlement, misappropriation, breach of
fiduciary duty, intentional violation or negligent disregard of the rules or
procedures of the Company, insubordination, theft of property of the Company,
excessive tardiness or absenteeism, fighting or instigating a fight or violent
acts or threats of violence;  (ix)The violation of any Federal or State
securities law, rule or regulation governing the business of the Company;
or  (x)The failure of the Eligible Employee to
remain licensed (to the extent required by applicable law) to perform the
duties of his or her employment or the failure of the Eligible Employee to
obtain all relevant licenses to perform such duties.  For purposes of the Plan,
any determination of discharge or termination of employment for Cause shall be
made by the Plan Administrator in its sole and absolute discretion, and such
determination shall be conclusive and binding on the affected Eligible
Employee.  1.5Code shall mean the United States Internal Revenue Code of
1986, as amended and as amended from time to time.  1.6Committee shall mean the Employee Benefit Plans Committee
of the New York Stock Exchange, Inc.  1.7Company shall mean New York Stock Exchange, Inc. and
any and all successors or assignees, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or
assets of the New York Stock Exchange, Inc.  2


1.8Effective Date shall mean January 1, 2006.  1.9Eligible Employee shall mean any full-time employee of the
Company except (a) an individual covered by an employment agreement that
provides for severance benefits and (b) an individual who immediately
prior to a Termination of Employment has been on a leave of absence exceeding
two (2) consecutive years. Notwithstanding the foregoing, an individual
classified by the Company at the time services are provided as an independent
contractor or an individual who is not classified by the Company as an employee
but who provides services to the Company through another entity shall not be
eligible to participate in this Plan during the period that the individual is
so initially classified, even if such individual is later retroactively
reclassified as an employee during all or part of such period pursuant to
applicable law or otherwise.  1.10Enhanced
Severance Benefits shall mean those Severance Benefits provided pursuant
to Article III of the Plan. An Eligible Employee whose employment is
governed by the terms of a collective bargaining agreement between employee
representatives (within the meaning of Code Section 7701(a)(46)) and the
Company shall not be eligible for Enhance Severance Benefits (except to the
extent that the collective bargaining agreement expressly provides for the
inclusion of such employee).  1.11ERISA shall mean the Employee Retirement Income Security
Act of 1974, as amended.  1.12Participant shall mean any Eligible Employee who
involuntarily incurs a Termination of Employment without Cause by the Company
as a result of a job elimination, job discontinuation, office closing,
reduction in force, business restructuring, or such other circumstances as the
Company deems appropriate for the payment of severance. Notwithstanding any
other provision of the Plan to the contrary, an Eligible Employee shall not
become a Participant and shall not be entitled to a Severance Benefit if he or
she (a) incurs a Termination of Employment for Cause or (b) resigns
for any reason whatsoever (including, without limitation, as a result of an
alleged constructive discharge).  1.13Plan shall mean the New York Stock Exchange, Inc.
Severance Pay Plan, as amended and restated effective as of January 1, 2006.
The Plan is a component of the Welfare Benefit Plan of the New York Stock
Exchange, Inc.  1.14Release  shall mean a
release and waiver, in such form prescribed by the Company, signed by a
Participant and provided to the Company under which the Participant agrees to
release the Company, the Plan and all related entities from liability for such
claims as provided in the release and containing such other conditions or
requirements as imposed by the Company.  3


1.15Severance Benefit shall mean the benefit paid to the
Participant by the Company in accordance with Article II hereof.  1.16Termination of Employment shall mean a termination of
employment (for reasons other than a military or other leave of absence granted
by the Company) of an Eligible Employee from the Company. In the event that an
Eligible Employee is transferred from the Company to an affiliate of the
Company, the Eligible Employee will not be deemed to have incurred a
Termination of Employment. The Plan Administrator may, in its sole and absolute
discretion, deem a transfer (permanent, temporary or otherwise) of an Eligible
Employee to a corporation or other entity in which the Company has an equity,
joint venture, other material business interest or to whom the Company has
outsourced such Eligible Employees employment as the occurrence or
non-occurrence of a Termination of Employment. A Termination of Employment
shall not be deemed to occur as a result of a sale or other disposition of
assets or stock where an Eligible Employee is offered comparable employment for
the continued employment by the purchaser of such assets or stock at the time
of such sale or other disposition.  1.17Year of Service shall mean any twelve (12) whole
consecutive months since the Eligible Employees commencement of employment
with the Company in which the Eligible Employee is paid by the Exchange for the
performance of full-time services. After an Eligible Employees first full Year
of Service, all months of employment over six (6) months shall be rounded
up to the next highest year (and all months of service less than six months
shall be disregarded). A Year of
Service also shall include: (i) service in any branch of the armed forces
of the United States by any person who is an Eligible Employee on the date such
service commenced, to the extent required by applicable law; and (ii) periods
during which an Eligible Employee was on an approved leave of absence or leave
of absence due to a long or short-term disability. No Years of Service shall be
recognized with any entity other than the Company. Years of Service will be
determined as of the date of the Eligible Employees Termination of Employment.  ARTICLE II BASIC SEVERANCE BENEFITS  2.1Eligibility for Benefits.A Participant shall be entitled
to a Basic Severance Benefit at the time and in the manner set forth in Article IV
of the Plan.  2.2Amount of Basic Severance Benefits.Subject to Section 4.2
hereof, the amount of a Participants Basic Severance Benefit shall be an
amount equal to Two (2) weeks of the Participants Base Salary, less any
amounts required to be offset pursuant to Section 4.2. Notwithstanding any
other provision of the Plan to the contrary, the Basic Severance Benefit of an
individual whose employment is governed by the terms of a collective bargaining
agreement between employee representatives (within the meaning of Code Section 7701(a)(46))
and the Company shall be those severance benefits described in such collective
bargaining agreement.  4


ARTICLE III  ENHANCED SEVERANCE BENEFITS  3.1Eligibility for Enhanced Severance Benefits.Subject to Section 3.3
hereof, a Participant shall be entitled to an Enhanced Severance Benefit at the
time and in the manner set forth in Section 3.2 below subject to, and
conditioned on, the Participant delivering to the Company (and not revoking) a
Release and continuing to comply with the conditions imposed by the terms of
the Release.  3.2Amount of Enhanced Severance Benefits.Subject to Section 4.2
hereof, the amount of a Participants Enhanced Severance Benefit shall be based
on the Participants Years of Service and determined in accordance with the
Table contained in Appendix A to the Plan, less the amount of Basic Severance
Benefits and any amounts required to be offset pursuant to Section 4.2.  3.3Employees
Ineligible for Enhanced Severance Benefits. Notwithstanding any other
provision of the Plan to the contrary, an Eligible Employee whose employment is
governed by the terms of a collective bargaining agreement between employee
representatives (within the meaning of Code Section 7701(a)(46)) and the
Company shall not be eligible for Enhance Severance Benefits (except to the
extent that the collective bargaining agreement expressly provides for the
inclusion of such employee).  ARTICLE IV  PAYMENT OF SEVERANCE BENEFITS  4.1Payment
of Severance Benefits. Severance Benefits shall be paid in equal
installments payable in accordance with the Companys regular payroll practices
for the number of weeks of Severance Benefit payable. The first Severance
Benefit payment shall be made as soon as administratively practicable following
the Participants Termination of Employment, but in no event shall any Enhanced
Severance Benefit payment be made prior to the effective date of the
Participants Release. A Participant shall receive his or her Enhanced
Severance Benefit, if any, after receiving all of his or her Basic Severance
Benefit.  4.2No Duty to Mitigate/Set-off.No Participant entitled to
receive a Severance Benefit hereunder shall be required to seek other
employment or to attempt in any way to reduce any amounts payable to him or her
pursuant to this Plan; provided, however, that any Severance Benefit payable
hereunder shall be reduced by the amount of any other severance or termination
payments the Company pays to a Participant, including, without limitation, any
payments that federal or state laws require to be paid  5


by the Company
(including, without limitation, the Worker Adjustment and Retraining
Notification Act). The payment of a Severance Benefit shall cease upon a
Participants re-employment with the Company. There shall be no offset against
any amounts due the Participant under this Plan on account of any remuneration
attributable to any subsequent employment that the Participant may obtain.
Notwithstanding the foregoing, upon a Participants violation of a provision of
the Release, the Participant shall no longer be entitled to an Enhanced
Severance Benefit and the Plan Administrator may require that the
Participant return to the Company the total amount of the Enhanced Severance
Benefit paid to the Participant in accordance with Section 4.1 prior to
such violation, to the extent permitted by law, and not with respect to claims
arising under the Age Discrimination in Employment Act.  ARTICLE V
FUNDING  5.1Funding.The Plan shall be funded out of the general assets of the
Company as and when benefits are payable under the Plan. All Participants shall
be solely general creditors of the Company.  ARTICLE VI
ADMINISTRATION OF THE PLAN  6.1Plan Administration.The Plan shall be administered
in accordance with the Rules of Operation and Administration of the New
York Stock Exchange, Inc. Employee Benefit Program, as amended from time
to time, which are incorporated herein (the Rules). To the extent permitted
by law, the Committee may establish uniform rules and
regulations as to procedures, forms and payment of Severance Benefits.  6.2Plan Administrator. The
general administration of the Plan shall be conducted by the Plan Administrator
as designated pursuant to the Rules.  6.3Reliance on Various Documents.
The members of the Committee, the Plan Administrator and the Company and its
officers, employees and directors shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the Plan actuary, upon all
certificates and reports made by any accountant selected by the Committee, and
upon all opinions given by any legal counsel selected by the Plan Administrator
or Committee. The members of the Committee, the Plan Administrator and the
Company and its officers, trustees and directors shall be fully protected in
respect of any action taken or suffered by them in good faith in reliance upon
any such actuary, accountant or counsel, and all action so taken or suffered
shall be conclusive upon all parties.  6


6.4Claims Procedure.  (a)Initial
Claim.  (i)Any
claim by an Employee or Participant (Claimant) with respect to eligibility,
participation, benefits or other aspects of the operation of the Plan shall be
made in writing to the Committee (or its designee) for such purpose. The  Committee (or its designee) shall provide the
Claimant with the necessary forms and make all determinations as to the right
of any person to a disputed benefit. If a Claimant is denied benefits under the
Plan, the Committee (or its designee) shall notify the Claimant in writing of
the denial of the claim within ninety (90) days after the Committee receives
the claim, provided that in the event of special circumstances such period may be
extended.  (ii)In
the event of special circumstances, the ninety (90) day period may be
extended for a period of up to ninety (90) days (for a total of one hundred
eighty (180) days). If the initial ninety (90) day period is extended, the
Committee or its designee shall notify the Claimant in writing within ninety
(90) days of receipt of the claim. The written notice of extension shall
indicate the special circumstances requiring the extension of time and provide
the date by which the Committee expects to make a determination with respect to
the claim. If the extension is required due to the Claimants failure to submit
information necessary to decide the claim, the period for making the
determination shall be tolled from the date on which the extension notice is
sent to the Claimant until the earlier of (i) the date on which the
Claimant responds to the Committees request for information, or (ii) expiration
of the forty-five (45) day period commencing on the date that the Claimant is
notified that the requested additional information must be provided.  (iii)If
notice of the denial of a claim is not furnished within the required time
period described herein, the claim shall be deemed denied as of the last day of
such period.  (iv)If
a claim is wholly or partially denied, the notice to the Claimant shall set
forth:  (A)The
specific reason or reasons for the denial;  (B)Specific
reference to pertinent Plan provisions upon which the denial is based;  (C)A
description of any additional material or information necessary for the
Claimant to complete the claim request and an explanation of why such material
or information is necessary;  (D)Appropriate
information as to the steps to be taken and the applicable time limits if the
Claimant wishes to submit the adverse determination for review; and  7


(E)A
statement of the Claimants right to bring a civil action under Section 502(a) of
ERISA following an adverse determination on review.  (b)Claim
Denial Review.  (i)If
a claim has been wholly or partially denied, the Claimant may submit the
claim for review by the Committee. Any request for review of a claim must be
made in writing to the Committee no later than sixty (60) days after the
Claimant receives notification of denial or, if no notification was provided,
the date the claim is deemed denied. The Claimant or his duly authorized representative
may:  (A)Upon
request and free of charge, be provided with reasonable access to, and copies
of, relevant documents, records, and other information relevant to the Claimants
claim; and  (B)Submit
written comments, documents, records, and other information relating to the
claim. The review of the claim determination shall take into account all
comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial claim determination.  (ii)The
decision of the Committee upon review shall be made within sixty (60) days
after receipt of the Claimants request for review, unless special
circumstances (including, without limitation, the need to hold a hearing)
require an extension. In the event of special circumstances, with respect to
any claim, the sixty (60) day period may be extended for a period of up to
one hundred twenty (120) days.  If the sixty (60)
day period is extended, the Committee or its designee shall, within sixty (60)
days of receipt of the claim for review, notify the Claimant in writing. The
written notice of extension shall indicate the special circumstances requiring
the extension of time and provide the date by which the Committee expects to
make a determination with respect to the claim upon review. If the extension is
required due to the Claimants failure to submit information necessary to
decide the claim, the period for making the determination shall be tolled from
the date on which the extension notice is sent to the Claimant until the
earlier of (i) the date on which the Claimant responds to the Committees
request for information, or (ii) expiration of the forty-five (45) day
period commencing on the date that the Claimant is notified that the requested
additional information must be provided.  (iii)If
notice of the decision upon review is not furnished within the required time
period described herein, the claim on review shall be deemed denied as of the
last day of such period.  8


(iv)The
Committee, in its sole discretion, may hold a hearing regarding the claim
and request that the Claimant attend. If a hearing is held, the Claimant shall
be entitled to be represented by counsel.  (v)The
Committees decision upon review on the Claimants claim shall be communicated
to the Claimant in writing. If the claim upon review is denied, the notice to
the Claimant shall set forth:  (A)The
specific reason or reasons for the decision, with references to the specific
Plan provisions on which the determination is based;  (B)A
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim; and  (C)A
statement of the Claimants right to bring a civil action under Section 502(a) of
ERISA.  (c)All
interpretations, determinations and decisions of the Committee with respect to
any claim, including without limitation the appeal of any claim, shall be made
by the Committee, in its sole discretion, based on the Plan and comments,
documents, records, and other information presented to it, and shall be final,
conclusive and binding.  (d)The
claims procedures set forth in this section are intended to comply with
United States Department of Labor Regulation § 2560.503-1 and should be
construed in accordance with such regulation. In no event shall it be
interpreted as expanding the rights of Claimants beyond what is required by
United States Department of Labor Regulation § 2560.503-1.  6.5Electronic Administration. For
purposes of the Plan, any forms, elections, loans, regulations, rules, notices
and disclosure of information may, to the extent permitted the Committee and by
applicable law, be made or provided by paper, telephonic or electronic means.  ARTICLE VII
AMENDMENT AND TERMINATION  7.1Amendment and Termination.The Company reserves the right,
in its sole and absolute discretion to amend or terminate, in whole or in part,
any or all of the provisions of this Plan by action of the Board (or a duly
authorized committee thereof) at any time.  9


ARTICLE VIII
MISCELLANEOUS  8.1Rights of Participants.Nothing herein contained shall
be held or construed to create any liability or obligation upon the Company to
retain any Participant in its service. All Participants shall remain subject to
discharge or discipline to the same extent as if the Plan had not been put into
effect.  8.2Headings.The headings of the Plan are inserted for convenience of
reference only and shall have no effect upon the meaning of the provisions
hereof.  8.3Use of Words.Whenever used in this
instrument, a masculine pronoun shall be deemed to include the masculine and
feminine gender, and a singular word shall be deemed to include the singular
and plural, in all cases where the context so requires.  8.4Controlling Law.The construction and
administration of the Plan shall be governed by ERISA. To the extent not so
governed, it shall be governed by the laws of the State of New York(without reference to rules relating
to conflicts of law).  8.5Withholding.The Company shall have the right to make such provisions as
it deems necessary or appropriate to satisfy any obligations it reasonably
believes it may have to withhold federal, state or local income or other
taxes incurred by reason of payments pursuant to this Plan. In lieu thereof,
the Company shall have the right to withhold the amount of such taxes from any
other sums due or to become due from the Company to the Participant upon such
terms and conditions as the Company may prescribe.  8.6Severability.Should any provisions of the
Plan be deemed or held to be unlawful or invalid for any reason, such fact
shall not adversely affect the other provisions of the Plan unless such
determination shall render impossible or impracticable the functioning of the
Plan, and in such case, an appropriate provision or provisions shall be adopted
so that the Plan may continue to function properly.  8.7Incompetency.In the event that the Committee
finds that a Participant is unable to care for his or her affairs because of
illness or accident, then benefits payable hereunder, unless claim has been
made therefor by a duly appointed guardian, committee, or other legal
representative, may be paid in such manner as the Committee shall
determine, and the application thereof shall be a complete discharge of all
liability for any payments or benefits to which such Participant was or would
have been otherwise entitled under this Plan.  8.8Payments to a Minor.Any payments to a minor from
this Plan may be paid by the Committee in its sole and absolute discretion
(a) directly to such minor, (b) to the legal or natural guardian of
such minor or (c) to any other person, whether or not appointed guardian
of the minor, who shall have the care and custody of such minor. The  10


receipt by such
individual shall be a complete discharge of all liability under the Plan
therefor.  8.9Assignment and Alienation.The benefits payable under the
Plan shall not be subject to alienation, transfer, assignment, garnishment,
execution or levy of any kind, and any attempt to cause any benefits to be so
subjected shall not be recognized.  8.10Code
Section 409A. The Plan is intended to be a separation pay plan
within the meaning of Section 1.409A-1(a)(9)(iii) of the Proposed
Treasury Regulations that does not constitute a deferral of compensation for
purposes of Section 409A of the Code. The terms and provisions of the Plan
shall be limited, construed and interpreted in accordance with this intention.  IN WITNESS WHEREOF, the Company has caused
this instrument to be executed this         
day of January, 2006.   NEW
  YORK STOCK EXCHANGE, INC.By:
  /s/ DALE B.
  BERNSTEINTitle::ATTEST:/s/ MARY YEAGER  11


APPENDIX A  Years of Service:
  
  Enhanced Severance Benefit
  Equal to
  the following Number of Weeks of Base
  Salary (less offsets described in Plan):2
  
  
  4 weeks3
  
  
  6 weeks4
  
  
  8 weeks5
  
  
  10 weeks6
  
  
  12 weeks7
  
  
  14 weeks8
  
  
  16 weeks9
  
  
  18 weeks10
  
  
  20 weeks11
  
  
  22 weeks12
  
  
  24 weeks13
  
  
  26 weeks14
  
  
  28 weeks15
  
  
  30 weeks16
  
  
  32 weeks17
  
  
  34 weeks18
  
  
  36 weeks
  12


Years of Service:
  
  Enhanced Severance Benefit
  Equal to
  the following Number of Weeks of Base
  Salary (less offsets described in Plan):19
  
  
  38 weeks20
  
  
  40 weeks21
  
  
  42 weeks22
  
  
  44 weeks23
  
  
  46 weeks24
  
  
  48 weeks25
  
  
  50 weeks26
  
  
  52 weeks
  13